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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554


MEDIA GENERAL CABLE             )
OF FAIRFAX COUNTY, INC.         )
     Complainant                )
                                )
     v.                         )
                                )
STARPOWER COMMUNICATIONS, LLC   )
     Defendant                  )
                                )  )
                                )  )
MEDIA GENERAL CABLE             )
OF FREDERICKSBURG, INC.         )
     Complainant                )
                                )
     v.                         )
                                )
STARPOWER COMMUNICATIONS, LLC   )
      Defendant                 )
                                )
Open Video System Complaints    )
                                 

                  MEMORANDUM OPINION AND ORDER

     Adopted:  May 7, 1999              Released:  May 10, 1999  

By the Deputy Chief, Cable Services Bureau:

I.   INTRODUCTION

     1.   Media General Cable of Fairfax County, Inc. ("MGC-Fairfax") has filed a complaint alleging
that Starpower Communications, L.L.C. ("Starpower"), an open video system operator, violated Section 653
of the Communications Act of 1934 and the Commission's rules by refusing to provide it with information
pertaining to Starpower's open video system as required by Section 76.1503(b)(2) of the Commission's rules. 
Concurrent therewith, Media General Cable of Fredericksburg, Inc. ("MGC-Fredericksburg") filed a complaint
containing the same allegations against Starpower.  Media General requests that we order Starpower to furnish
it with its requested information and should Media General seek carriage on Starpower's open video system,
that we order Starpower to provide it with channel capacity in a non-discriminatory manner.  Starpower filed
a consolidated answer opposing Media General's complaints, to which Media General filed a consolidated
reply.  In addition, Media General filed a Motion for Leave to Conduct Discovery and Supporting
Memorandum, to which Starpower filed an opposition.  After examining the record, we conclude that
Starpower improperly withheld information to which Media General is entitled.

II.  BACKGROUND

     2.   In the Telecommunications Act of 1996 ("1996 Act"), Congress established four means by
which common carriers may enter the video programming marketplace:  (1) radio-based systems; (2) common
carriage of video traffic; (3) cable systems; and (4) open video systems.  The Conference Report for the 1996
Act "recognize[d] that telephone companies need to be able to choose from among multiple video entry options
to encourage entry, and so systems under this section [shall be] allowed to tailor services to meet the unique
competitive and consumer needs of individual markets."  In rulemakings implementing the open video system
regulations, the Commission concluded that Congress did not intend to restrict open video system service to
telephone companies alone, and permitted non-local exchange carriers and cable operators to operate, and to
obtain carriage on open video systems where "consistent with the public interest, convenience, and necessity.
. . ."  The Commission stated that the open video system model "can provide the competitive benefits that
Congress sought to achieve: market entry by new service providers, enhanced competition, streamlined
regulation, investment in infrastructure and technology, diversity of programming choices and increased
consumer choice."  The United States Court of Appeals for the Fifth Circuit considered consolidated appeals
of the Commission's open video system rules -- affirming in part, reversing in part, and remanding in part those
rules. 

     3.   Although subject to streamlined regulation as compared to their cable counterparts (e.g., no
requirement to obtain a franchise from local authorities), open video system operators are not without clearly
defined obligations and responsibilities, such as offering up to two-thirds of their channel capacity to
unaffiliated programmers.  Open video system operators are also required to provide certain information to
prospective programmers.  Open video system operators may not unreasonably nor unjustly discriminate
against unaffiliated programming providers, and must provide just and reasonable rates, terms, and conditions
for carriage to all eligible programming providers that seek carriage.  The Commission determined that "by
requiring open video system operators to provide carriage opportunities for video programming providers . .
. Congress sought to foster competition by encouraging multiple programming sources on open video
systems." 

      4.  Commission regulations provide for the adjudication of open video system complaints.  Prior
to filing a complaint with the Commission, an aggrieved party must notify the potential defendant of its intent
to file a complaint with the Commission, sufficiently detail the basis of its claim, and provide the potential
defendant with a minimum of ten days to respond to the allegations set forth in the notice.  After an open
video system complaint is filed, the Commission must render a decision within 180 days of the filing date of
the complaint.  Upon completion of any adjudicatory proceeding, the Commission may, as warranted, order
carriage, award damages, or impose sanctions.



III. THE PARTIES

     5.   MGC-Fairfax, a Virginia corporation and wholly-owned subsidiary of Media General, Inc.,
is a franchised cable operator authorized to provide cable service in the City of Falls Church, Fairfax City,
portions of Fairfax County, and the Towns of Clifton, Herndon and Vienna, Virginia.  MGC-Fredericksburg,
a Virginia corporation and wholly-owned subsidiary of Media General, Inc., is a franchised cable operator
authorized to provide cable service in portions of Stafford County, Spotsylvania County, and the City of
Fredericksburg, Virginia.

     6.   Starpower was formed in 1997 to provide competitive advanced voice, video, and data
telecommunications services in the Washington, D.C. metropolitan area, including the deployment of an open
video system.  Starpower is a limited liability company formed under the laws of the State of Delaware and
is 50% owned by RCN Telecom Services of Washington, D.C., Inc. and 50% owned by Pepco
Communications, LLC.     

IV.  DISCUSSION

     7.   Media General asserts that it is entitled to open video system information and carriage as a
programming provider on Starpower's open video system if it formally requests carriage.  We note that the
issues presented by Media General's complaints are similar in nature to those presented in Time Warner Cable
v. RCN-BeCoCom, L.L.C. ("Time Warner-Boston"),  relating to RCN's Boston-area open video system and
Time Warner Cable v. RCN Telecom Services of New York, Inc. ("Time Warner-New York"), relating to
RCN's New York City open video system.  Accordingly, we make reference to, and rely on, those decisions
to the extent appropriate.  

     A.   Media General's Video Programming Provider Status

     8.   Only those entities entitled to carriage on an open video system may request information
pursuant to Section 76.1503(b)(2).  We first address the issue of whether Media General is eligible to obtain
carriage on Starpower's open video system.  Starpower elected to pursue the open video system option and
obtained certification from the Commission.  Incumbent in Starpower's decision are the benefits and
responsibilities of open video system operation as determined by Congress and the Commission.  For example,
Starpower is not required to negotiate traditional cable franchises with the communities it serves.  As an open
video system operator, Starpower accepted, and is subject to, the obligation to make available on a
nondiscriminatory basis up to two-thirds of its channel capacity to independent programming providers in
accordance with the Commission's rules.  Affording capacity to independent programmers is a fundamental
precept of the open video system option.   

     9.   In its FCC Form 1275 (Certification For Open Video Systems) filing, Starpower sought
certification to offer open video system service to portions of the Metropolitan Washington, D.C. area,
including portions of Fairfax County, Virginia, and the Cities of Alexandria and Falls Church, Virginia.  At
present, Starpower offers open video system service to a small number of multiple dwelling units located in
the District of Columbia.  According to Starpower, it is close to completing negotiations to expand its open
video system service to areas in Maryland and Virginia.  MGC-Fairfax seeks carriage only on the
Washington, D.C. portions of Starpower's open video system.  MGC-Fairfax states that it is not franchised
to provide cable service within Washington, D.C.  MGC-Fredericksburg did not specify the exact area(s) for
which it sought carriage.  MGC-Fredericksburg states that it is not authorized to provide cable service within
any part of Starpower's proposed open video system service area.

     10.  Starpower argues that MGC-Fairfax is the largest cable system in the Washington, D.C.
metropolitan area serving almost 250,000 cable subscribers in Fairfax County, Virginia, and that MGC-Fairfax
directly competes against Starpower's open video system.  Starpower asserts that "[g]iven that there is no
dispute that Media General serves subscribers within Starpower's certificated [open video system] service area,
Media General is a 'competing, in-region cable operator' . . . and thus not entitled to the requested data." 
Starpower also argues that its refusal to provide sensitive data to Media General is consistent with the Cable
Services Bureau's (the "Bureau") Time Warner-Boston decision because of the imminence of direct competition
between Starpower and Media General in Fairfax County.  To the extent Starpower's position is different
from that espoused in the Time Warner-Boston decision, Starpower states that it respectfully disagrees with
the Bureau's decision therein which is currently subject to a petition for reconsideration.  In addition,
Starpower states that it is unaware of any impediment that would prevent Media General from obtaining a
franchise to serve Washington, D.C., or other portions of Starpower's proposed open video system service
area.
 
     11.  Starpower argues that the future viability of open video systems depends on the Bureau's
decision in this proceeding.  Starpower asserts that Media General's complaints, taken together with Time
Warner's complaints against Starpower's affiliate, RCN, are the "pervasive and seemingly never-ending efforts
of the entrenched cable industry to stall competition."  Starpower urges the Bureau to consider Media
General's complaint in the context of Congressional intent to encourage facilities-based competition to
incumbent cable operators.  Finally, Starpower states that "[i]t is long overdue for the Bureau and the
Commission to view these cable industry attacks for what they truly are -- elements of an industry-wide
campaign against [open video system] competition -- and to address them appropriately as anti-competitive
abuses of the Commission's processes."

     12.  Media General rejects Starpower's interpretation of what constitutes an open video system
service area.  Media General argues that Starpower's proposed service territory is divided into numerous
separate cable franchise territories, a small part of which Media General has been authorized to provide
franchised cable service. Media General argues that it is not franchised to provide cable service to the out-of-
region communities where it seeks carriage on Starpower's open video system.  Media General reiterates that
because it does not offer cable service in Washington, D.C. or Maryland, it cannot be classified as a competing,
in-region cable operator in those areas.

     13.  The Commission specifically considered cable operators' eligibility to seek carriage on open
video systems and adopted Section 76.1503(c)(2)(v)(B).  That section states that ". . . a competing, in-region
cable operator or its affiliate(s) that offers cable service to subscribers located in the service area of an open
video system shall not be entitled to obtain capacity on such open video system. . . ."  The open video system
rules were intended to enhance competition, with the ultimate goal of providing subscribers with lower rates
and greater programming selections.  To that end, the Commission determined that different treatment of
competing, in-region cable operators better serves the public interest by encouraging competing, in-region cable
operators to develop and upgrade their own systems, rather than occupying capacity on a competing open video
system that could be used by another programming provider.  Should a cable operator fail to satisfy Section
76.1503(c)(2)(v), it would not be entitled to carriage, and could not, by definition, be classified as a
programming provider entitled to open video system information.

     14.  We agree with Media General that it is not a competing, in-region cable operator in this
instance.  We believe that the situation in this proceeding is not materially distinguishable from that confronted
by the Bureau in Time Warner-Boston, where we stated:
          
          The Commission generally excluded competing, in-region cable operators for the reason that
     such cable operators' incentive to upgrade and maintain their facilities would be reduced if
     given the opportunity to be a programming provider on an open video system serving its
     franchise area.  This premise is based on the assumption that the open video system operator
     is actually serving, or will soon serve, subscribers in the cable operator's franchise area. 
     Moreover, the Commission has repeatedly noted the importance of the accessibility by
     multiple programming providers, including certain classes of cable operators, to open video
     systems.  An incumbent cable operator is a competing, in-region cable operator where there
     is an actual overlap between a cable operator's franchise area and a specific community served
     by an open video system operator.

We recognize that an open video system operator's service area may be, in many instances, composed of
discrete communities.  The Commission's regulations permit an open video system applicant to file a single
FCC Form 1275 even though the applicant proposes to provide open video system service to more than one
community or area.  Starpower does not dispute Media General's assertion that it is not franchised to provide
cable service in the communities in which it seeks carriage.  Instead, Starpower asserts that it is close to
completing negotiations to expand its open video system to portions of MGC-Fairfax's franchise area.  The
situation in the instant proceeding is very similar to that faced by the Bureau in Time Warner-New York in
which the complainant, Time Warner, a Manhattan cable franchisee, directly competed with RCN in the
Borough of Manhattan, but sought information regarding, and carriage on, the portions of RCN's open video
system located outside Manhattan.  The Bureau granted Time Warner's request. 

     15.  As discussed above, the sole rationale provided by the Commission for excluding a competing,
in-region cable operator from securing carriage as a programming provider on an open video system operating
in its franchise area was the concern that the cable operator would neglect to upgrade and maintain its cable
system.  Where, as here, neither MGC-Fairfax, nor MGC-Fredericksburg, desire open video system carriage
in areas in which they operate cable systems, the rationale to exclude such entities is not present.  Carriage on
Starpower's open video system in Washington, D.C. or Maryland will not lead to neglect of either cable system
-- especially given that MGC-Fredericksburg's cable system does not overlap at all with Starpower's proposed
open video system service area.  Moreover, given Starpower's expectation of imminent head-to-head
competition for video service in MGC-Fairfax's franchise area, we anticipate that MGC-Fairfax will have every
incentive to upgrade and maintain its system regardless of whether it may or may not elect carriage on
Starpower's open video system outside its current franchise area.  Accordingly, we conclude that Media
General is not a competing, in-region cable operator and therefore is entitled to request carriage as a
programming provider on Starpower's system in areas outside its current franchise area.

     B.   Media General's Requested Information

     16.  In its orders implementing the open video system framework, the Commission determined that
prospective programming providers may request information pursuant to Section 76.1503(b)(2).  Implicit in
this statement is the Commission's determination that certain entities cannot reasonably be considered
"prospective" programming providers.  For example, a cable operator franchised in an area that an open video
system is serving subscribers and which an open video system operator refuses carriage cannot be considered
a prospective programming provider in its franchise area unless the Commission has determined that carriage
of such cable operator's programming will not impede facilities-based competition.  In addition, we believe that
an open video system operator is not required to respond to nuisance requests for information (i.e., repeated
requests by applicants that have been refused carriage as a result of creditworthiness or similar reasons).  

     17.  Section 76.1503(b)(2) directs an open video system operator to provide to a prospective
programming provider, within five business days of a written request, information relating to the open video
system operator's build-out schedule, estimated carriage rates, programming provider qualification
requirements, and technical interface specifications, unless already provided in the open video system operator's
Notice of Intent to establish an open video system.  The Commission recognized that "a prospective video
programming provider can reasonably be expected to need additional information concerning the system to
assess whether to seek carriage on the system."  Only information that the Commission believes is necessary
to make an "informed" enrollment decision need be provided to prospective programming providers.   

     18.  Section 76.1503(b) attempts to strike a balance between an open video system operator's need
to protect arguably proprietary information and a prospective programming provider's need to obtain
information necessary to make a carriage request.  The Commission recognized that "the competitive position
of an open video system operator should not be compromised by the required release of information
unnecessary to make an informed enrollment decision," and expressly rejected a proposal that open video
system operators disclose their construction plans.  The record reveals that Media General timely made an
information request regarding Starpower's Washington, D.C. area open video system.  As a valid prospective
programming provider, Media General is entitled to information regarding Starpower's open video system
consistent with Section 76.1503(b)(2).

     19.  Media General submitted nine information requests to Starpower.  Starpower challenges Media
General's information request on two grounds.  First, Starpower argues that Media General's information
requests are overbroad, not limited to the Washington, D.C aspects of its open video system, and are beyond
the scope of Section 76.1503(b)(2) of the Commission's rules.  Second, Starpower asserts that Media General
failed to comply with its procedures for completing its open video system Information Request Form.  With
the exceptions and revisions noted below, we find that Media General's information requests comply with
Section 76.1503(b)(2) of the Commission's rules.    

     20.  Media General information requests 1 and 2 seek:

          1.   The projected activation date of the Starpower [open video system] in the District of
     Columbia, including a description of each phase or stage of activation and the projected date
     that each phase or stage is scheduled for activation;

          2.   Detailed maps showing the exact geographic areas to be served by the Starpower
     [open video system] including, but not limited to, the outermost geographic boundaries of the
     [open video system], and the geographic boundaries of each area served by each phase of
     [open video system] activation;

As a prospective programming provider, Media General is entitled to know which areas within a community
Starpower is serving and is projected to serve, if it is activating its open video system in stages, and when it
anticipates offering service to areas that fall under different activation stages.  Information regarding actual
and projected service areas and activation dates comports with Section 76.1503(b)(2), is not commercially
sensitive, and is necessary for a programming provider to decide whether to pursue carriage on an open video
system.  Accordingly, Media General information requests 1 and 2 are appropriate with the following revision
-- Starpower need not provide Media General with any information regarding its open video system in those
areas in which MGC-Fairfax is a franchised cable operator.  Although MGC-Fairfax's information request was
limited to the District of Columbia, MGC-Fredericksburg's information request was not so limited. 
Accordingly, in responding to Media General information requests 1 and 2, Starpower should provide
information for its entire open video system, other than those areas in which MGC-Fairfax is a franchised cable
operator.  In addition, any maps provided by Starpower need indicate only the extent of the open video system
service area or proposed service area and the activation date or proposed activation date.  Starpower does not
have to indicate the location of fiber paths or other open video system facilities.

     21.  Media General information requests 3 and 4 seek:

          3.   A complete statement of Starpower [open video system] carriage rate(s) including any
     discounts for lease of multiple channels, or if not yet determined, the estimated carriage
     rate(s);

          4.   A complete description and explanation of the information that a video programming
     provider, including MGC Fairfax, will be required to supply to demonstrate that the provider
     is qualified, including any information concerning creditworthiness;

Media General Information requests 3 and 4 are consistent with Sections 76.1503(b)(2)(ii)&(iii) and are
approved without revision.  

     22.  Media General information requests 5, 6 and 7 seek:

          5.   Any and all engineering or other technical specifications and information that would
     enable MGC Fairfax to ascertain whether or not to seek carriage, including, but not limited
     to, the nature, type(s), specification(s), and cost(s) of any customer premises equipment that
     prospective subscribers may need to receive service;

          6.   A complete description and explanation, including engineering or other technical
     specifications, of any and all transmission or reception equipment, capabilities, technology,
     or facilities that MGC Fairfax and other video programming providers will need to interface
     with the system, including, but not limited to, any hardware or software requirement(s) or
     other technology, facilities, or equipment that MGC Fairfax would need to obtain or provide
     to offer video programming to subscribers via the Starpower [open video system], as well as
     whether or not Starpower provides such software, facilities, or equipment and, if so, the rates,
     terms, and conditions for obtaining such technology, facilities, or equipment;

          7.   A complete description and explanation of any and all equipment available to
     facilitate carriage of unaffiliated video programming and the electronic forms that will be
     accepted for processing and transmission; and, to the extent provided by or available from
     Starpower or its affiliate(s), the rates, charges, or other fees, and the terms and conditions for
     obtaining such facilities or equipment;

Media General information requests 5, 6 and 7, while generally consistent with Sections
76.1503(b)(2)(iv),(v)&(vi), seek information that appears more expansive than that required by our rules. 
We substitute the text of Section 76.1503(b)(2)(iv),(v)&(vi) in lieu of Media General's information requests
5, 6, and 7 and direct Starpower to respond accordingly.  

     23.  Media General information request 8 seeks:

          8.   A complete description and explanation of any applicable channel or carriage deposit
     requirements;

This information request is redundant to Media General information request 3 and Starpower need not
separately respond thereto.  However, to the extent that Starpower contemplates assessing a channel or carriage
deposit, such deposit, or an estimate thereof, should be included as part of Starpower's response to Media
General information request 3 related to actual or estimated carriage rates.  

     24.  Media General information request 9 seeks:

          9.   A statement indicating whether, based on demand from other prospective subscribers,
     Starpower is now considering or has determined to implement digital technology or other
     alternatives to its proposed analog system and, if so, a detailed description and explanation
     of such plans, subscriber and programming provider access to such capabilities or service(s),
     and the rate(s), terms, and conditions that will apply.

Media General information request 9 is beyond the scope of the information required in Section 76.1503(b)(2)
and is denied.  In addition, to the extent that Starpower has provided information to any other prospective
programming provider beyond that ordered herein or that Media General has not expressly requested, we direct
Starpower to provide such information to Media General.  Consistent with our instructions herein, Starpower
may tailor such response, if any, to exclude information pertaining to those areas in which MGC-Fairfax is a
franchised cable operator.   

     25.  Starpower also argues that Media General failed to comply with its procedures for completing
its open video system Information Request Form.  For example, Starpower asserts that MGC-Fairfax and
MGC-Fredericksburg each signed a non-disclosure form that contained a representation that the prospective
video provider has no formal or informal affiliation or agreement with any other video programming provider
requesting capacity or with any cable operator providing cable television services within Starpower's open
video system service area.  Arguing that Media General could not properly make these representations,
Starpower states that MGC-Fredericksburg's representation is erroneous because it is affiliated with MGC-
Fairfax which provides cable services within Starpower's open video system service area.  In response, Media
General argues that its information requests expressly set forth the relationship between the two companies and
the reasons they were legally entitled to receive the information.  Moreover, Media General asserts that the
Bureau's Time Warner-New York decision "establishes that Starpower cannot impose conditions in the form
of 'enrollment procedures' -- whether  'reasonable' or not -- that are inconsistent with the open access
obligations under Time Warner-Boston and the Commission's rules."  As the Bureau stated in Time Warner-
New York:

          We note that RCN's existing non-disclosure statement requires an entity seeking open video
     system information to represent that it has "no formal or informal affiliation . . . with any
     cable operator providing cable television services within RCN-NY's open video system service
     area."  This provision is inconsistent with our open video system rules because it would
     automatically disqualify eligible entities, such as Time Warner, from satisfying RCN's
     otherwise valid non-disclosure requirements necessary to obtain open video system
     information applicable to those open video system service areas in which the eligible entity is
     not a cable franchisee.  RCN is instructed to delete, or amend, this provision in conformance
     with this order.

Because the language contained in Starpower's open video system Information Form is also inconsistent with
our open video system rules, Media General's compliance therewith is irrelevant to Starpower's obligation to
provide information to Media General.  Starpower is instructed to delete, or amend, this provision in
conformance to this order. 

     26.  We direct Starpower to provide the information discussed above to Media General as required
by the Commission's rules within five days of release of this order.  Release of the information is contingent
upon Media General agreeing to maintain the confidentiality of Starpower's information.    
     C.   Revocation of Starpower's Open Video System Certification

     27.  Media General argues that because Starpower has demonstrated unequivocally that it does not
intend to comply with the non-discrimination requirements imposed by the open video system rules, it should
be stripped of the reduced regulatory burdens of an open video system operator.  Media General asserts that:

          In determining not to revoke RCN-BeCoCom's [open video system] certificate in Time
     Warner-Boston, the Cable Services Bureau noted that the decision clarified the scope of the
     Commission's [open video system] rules and concluded that RCN-BeCoCom's "mistaken"
     interpretation prior to the issuance of that decision did not warrant revocation.  In this case,
     by contrast, Starpower has refused to comply with the [open video system] rules after being
     informed of its obligations under Time Warner-Boston.  Accordingly, Starpower's actions
     constitute a blatant and willful violation of the Commission's [open video system]
     requirements, and Starpower's [open video system] certificate should be revoked.

Media General also argues that the Commission should consider imposing fines and other sanctions on
Starpower.  In response, Starpower argues that its refusal to provide information to Media General is
consistent with Time Warner-Boston because of the "imminence of direct competition in Fairfax County." 
Starpower also notes that the Bureau's Time Warner-Boston decision is subject to a pending petition for
reconsideration.

     28.  We decline to revoke Starpower's open video system certification.  First, Starpower's refusal
to provide information to Media General is apparently based upon what it considered to be a distinguishing
factor between the factual situation surrounding the instant proceeding and the one discussed by the Bureau
in Time Warner-Boston.  We note that Starpower's refusal occurred before the Bureau's decision in Time
Warner-New York substantially clarified the distinguishing factual situation relied upon by Starpower.  In
addition, in both Time Warner-Boston and Time Warner-New York, the Bureau did not require that the open
video system operator unconditionally furnish the requested information to the complainant.  Instead, the
Bureau required that the open video system operator either furnish the information within five days, or provide
notice to the Commission that it intended to seek review of the Bureau's order.  In each case the open video
system operator gave notice that it intended to seek review.  Given these circumstances, we do not believe it
appropriate that we revoke Starpower's open video system certification.

     D.   Media General's Discovery Request

     29.  Media General filed a Motion for Leave to Conduct Discovery pursuant to Section
76.1513(i)(1) of the Commission's rules seeking the right to propound interrogatories, request documents and,
if necessary, conduct depositions of key Starpower personnel.  Specifically, Media General seeks discovery
on the following issues:

          The factual bases for Starpower's statements that it will deploy [open video system] service
     in MG-Fairfax's cable franchise areas "in the near future;"

          Whether Starpower's decision to withhold information from MG-Fairfax and MG-
     Fredericksburg constitutes discriminatory behavior in violation of the Telecommunications
     Act and the Commission's rules and orders; and

          In light of the Time Warner-Boston decision, whether Starpower's refusal to provide MG-
     Fairfax and MG-Fredericksburg with system information constitutes a willful violation of the
     Commission's [open video system] rules requiring the revocation of Starpower's [open video
     system] certificate and the imposition of other fines and sanctions.

Starpower opposes Media General's discovery motion on the grounds that it is procedurally defective and that
discovery is not justified under the circumstances of this proceeding.

     30.  Media General's request is denied.  While we disagree with Starpower's contention that Media
General's discovery motion was procedurally defective, we find that Media General has failed to demonstrate
that discovery is necessary to resolve this proceeding.  With regard to discovery relating to Starpower's asserted
schedule for the introduction of open video system service in Media General's Fairfax franchise area and
alleged discriminatory behavior, our decision herein renders these issues moot.  With regard to discovery related
to Starpower's alleged willful violation of the Commission's open video system rules, this is not an appropriate
topic of discovery for a party to an open video system complaint.  
V.   ORDERING CLAUSES

     31.  Accordingly, IT IS ORDERED that Media General Cable of Fairfax County, Inc.'s Open
Video System Complaint against Starpower Communications, LLC IS GRANTED as described in this
Memorandum Opinion and Order, and in all other respects denied.

     32.  IT IS FURTHER ORDERED that Media General Cable of Fredericksburg, Inc.'s Open
Video System Complaint against Starpower Communications, LLC IS GRANTED as described in this
Memorandum Opinion and Order, and in all other respects denied.

     33.  IT IS FURTHER ORDERED that Starpower Communications, LLC furnish to Media
General Cable of Fairfax County, Inc. and Media General Cable of Fredericksburg, Inc. the Section
76.1503(b)(2) open video system information as further described herein within five days of the release of this
Memorandum Opinion and Order.  Should it contest any aspect of this order, Starpower Communications, LLC
must, within the same five-day period, notify Media General Cable of Fairfax County, Inc., Media General
Cable of Fredericksburg, Inc., and the Commission that it intends to seek review of this order.
     
     34.  IT IS FURTHER ORDERED that Media General Cable of Fairfax County, Inc. and Media
General Cable of Fredericksburg, Inc.'s Motion for Leave to Conduct Discovery IS DENIED. 

     35.  This action is taken pursuant to authority delegated under Section 0.321 of the Commission's
rules, as amended.


                         FEDERAL COMMUNICATIONS COMMISSION



                         William H. Johnson
                         Deputy Chief, Cable Services Bureau